THE DISTINGUISHED FLYING CROSS SOCIETY
AMENDED AND RESTATED BYLAWS
ARTICLE I: NAME AND IDENTITY
The name of the national organization shall be “The Distinguished Flying Cross Society” (hereinafter sometimes referred to as the “DFCS”, “the Society”, “National DFCS”, “National Society”, “DFC Society”, “Distinguished Flying Cross Society”) a non-profit organization incorporated in the State of California and qualified as a tax-exempt organization under Section 501 (c) (3) of the Internal Revenue Code.
In order of controlling precedence, the Society shall operate under the provisions of Section 501(c)(3) of the United States Internal Revenue Code, under the provisions of California nonprofit corporation law, under the Articles of Incorporation of the Society, and under the Society Bylaws and Operating Procedures.
The registered address of the Society is in the City of San Diego, San Diego County, State of California. Articles of Incorporation as a 501 (c) (3) non-profit are on file with the Secretary of State of the State of California, Sacramento, California.
The Society Bylaws state the organization’s governance requirements and the Operating Procedures state the organization’s governance methods.
Article II: Mission, Vision, Core Values and Objectives
SECTION 1: OUR MISSION
Steward the legacy of Distinguished Flying Cross recipients by preserving their enduring lessons of courage while advancing aviation education and supporting those who serve and sacrifice.
SECTION 2: OUR VISION
A future where the legacy of Distinguished Flying Cross recipients is preserved and endures as a source of inspiration, education, and service for generations to come.
SECTION 3: OUR CORE VALUES
Patriotism, Achievement, Courage, Education: personified by award of the DFC, that demonstrated heroism or extraordinary achievement in aerial flight, exemplifying courage, patriotism, and character, and by our support for others who serve and sacrifice.
SECTION 4: OUR GOALS AND OBJECTIVES
The Goals and Objectives of the Society are stated in the Operating Procedures.
ARTICLE III: SOCIETY ORGANIZATION
The Distinguished Flying Cross Society shall consist of a National Organization and Regional Chapters.
SECTION 1: NATIONAL ORGANIZATION
The Distinguished Flying Cross Society shall consist of a National Organization of DFCS members headed by a Board of Directors.
SECTION 2: BOARD OF DIRECTORS
The Board of Directors shall have general management and control of the Association and its affairs and shall exercise all powers that may be exercised or performed by the Association under law, the Articles of Incorporation and these Bylaws.
SECTION 3: REGIONAL CHAPTERS
A Regional Chapter is a group of National DFCS members in a specific locale that is formed when the National DFCS Board of Directors approves its charter application and acknowledges the group’s status in writing.
ARTICLE IV: MEMBERSHIP SECTION 1: MEMBERSHIP ELIGIBILTY AND PRIVILEGES
Eligibility for membership and participation in the DFCS shall be as defined in each of the following categories. Membership enrollment procedures are stated in the Operating Procedures.
a) REGULAR MEMBERS
Regular Members are those individuals who have been awarded the Distinguished Flying Cross and have joined the Society. Regular members are listed on the DFCS Honor Roll in perpetuity.
• Active Members: Active Members are Regular Members who are current in their dues. Active Members are voting members of the DFCS; they may receive DFCS Newsletters and attend all DFCS events.
• Inactive Members: Inactive Members are Regular Members who are not current in their dues or have violated the Operating Procedures Code of Ethics (as determined by a review by the Board of Directors). Inactive Members may not vote on DFCS matters, receive Newsletters, nor attend DFCS events.
• Posthumous Members: Posthumous Members are deceased recipients of the DFC enrolled in the Society by a family member or a DFCS Active Member.
• Deceased Members: Deceased Members are Regular Members who have passed away. They are part of our Legacy.
b) ASSOCIATE MEMBERS
Associate Members are individuals who agree to support the principles and objectives of the DFCS.
• Spouses, relatives and descendants of Regular Members and DFC recipients are eligible to be Associate Members. Other general public individuals who are U.S. citizens may join as Associate Members with approval of the DFCS Board of Directors.
• Associate Members are voting members of the DFCS. They may serve as Directors, Officers, and committee members, receive all communications with the membership, and attend all DFCS events.
c) AFFILIATE MEMBERS
Affiliate Members are individuals who agree to support the principles and objectives of the DFCS in a lesser role.
• Any member of the general public who is a U.S. citizen may become an affiliate member.
• Affiliate Members are non-voting members of the DFCS. They may receive DFCS Newsletters and attend all DFCS events.
d) HONORARY MEMBERS
Honorary Members are individuals, who have provided exceptional service and contributions in support of DFCS principles and objectives and earned special status and recognition by the Society. They may also be Associate members.
• A candidate for Honorary DFCS Member must be nominated by an Active or Associate Member in writing to the DFCS Board of Directors who must then unanimously approve the Honorary Membership.
• Honorary Membership is in perpetuity. Honorary Members are non-voting members of the DFCS. They may receive DFCS Newsletters and attend all DFCS events.
e) CORPORATE MEMBERSHIP
Interested groups, organizations, and corporations who agree to support the principles and objectives of the DFCS may become Corporate Members in accordance with procedures stated in the Operating Procedures.
• Corporate Members may not hold office, vote, or participate in policy decisions of the DFCS. However, individual corporate members may hold office, vote, or participate in policy decisions if they are otherwise eligible for individual membership as provided above.
• Corporate Members may receive DFCS Newsletters and attend DFCS events.
f) VOTING ELIGIBILTY
Voting-eligible members are Active Members and Associate Members whose dues are current.
SECTION 2: DUES
Dues shall be established by the Board of Directors as set forth in the Operating Procedures. Dues are payable at the time of application for membership in the National DFCS and when required to renew membership.
a) Active Members whose dues are delinquent for ninety (90) days shall become Inactive.
b) Associate and Affiliate Members in arrears on dues shall lose their Member privileges and after ninety days be dropped from membership.
SECTION 3: MEMBERSHIP MEETINGS
a) Meetings of the general membership will be held in conjunction with Reunions.
b) Notice of the Membership Meeting, including the opportunity to submit agenda items, shall be announced in Reunion notices to the membership and in Newsletters.
c) An agenda will be distributed by email to the members attending no later than ten (10) days prior to the meeting. The agenda will include the general status of the Society (membership increases/decreases, financials, etc.).
d) Members wishing to submit agenda items must submit them no later than thirty (30) days prior to the meeting for approval by the Board.
ARTICLE V: DFCS MANAGEMENT
SECTION 1: BOARD OF DIRECTORS:
The Board of Directors governs the affairs of the DFCS and oversees the execution of DFCS activities in accordance with the Bylaws, the Operating Procedures, the Code of Ethics and Roberts Rules of Order. As a non-profit registered in the State of California, the DFCS shall abide by State laws governing not-for-profit business entities.
a) BOARD COMPOSITION
The number of Directors of the National DFCS shall be no less than seven (7) or more than thirteen (13). The exact number of Directors within these limits will be fixed by the Board of Directors and specified in the Operating Procedures.
• A majority of the Board members shall be Active members.
b) DIRECTOR’S TERM OF OFFICE
A Director’s term shall be three (3) years.
• All Directors’ terms may be staggered to ensure continuity of the Board of Directors so that the terms of approximately one third of the Directors expire each year. If a significant number of Board members join the Board at one time, the Board of Directors may limit some new Board members to one or two years, rather than three, to provide continuity.
• A Director may not exceed nine (9) years duration on the Board. A Board member who is termed out may be elected to a Board officer position, except as Chairman, as a non-voting member on the Board.
c) BOARD ACTIONS:
A majority of the number of voting-eligible Directors shall constitute a quorum for the transaction of business. The actions of a majority of those voting-eligible Directors present at any meeting at which a quorum are present, shall be considered the act of the entire Board of Directors.
d) BOARD ELECTIONS
Regular Board elections to fill expiring terms of Directors shall be held near the end of the calendar year. Other Board vacancies may be filled by special elections.
• Prospective Board members shall be interviewed by the Board to determine interest and suitability for Board service.
• A slate of Active or Associate members interested in becoming Directors shall be approved by the Board of Directors for voting by voting-eligible members.
e) BOARD MEMBER RESIGNATION OR REMOVAL:
Any Board member may resign, and a Board member may be removed for cause.
f) BOARD MEETINGS
There shall be at least four (4) Board of Director Meetings per calendar year. A notice of the Meeting and an Agenda will be provided to Directors not less than seven (7) days prior to the meeting. Notices and Agendas will normally be provided by e-mail or other electronic media.
g) VIDEO CONFERENCE MEETINGS
Any meeting of the Board of Directors or committees may be held by video conference or telephone conference call.
h) CONFLICT OF INTEREST AND WHISTLEBLOWER POLICIES
Whenever a Board member has a financial or personal interest in any matter coming before the Board, or knows of a potential unlawful activity, policy, or practice of the Society, the affected person shall immediately and fully disclose the nature of the situation to the Board and recuse from any discussion, lobbying, or voting on the matter.
• The Operating Procedures include a Conflict of Interest Policy.
• The Operating Procedures includes a Whistleblower Policy that protects a. Director or Officer from retaliation for reporting a potential unlawful activity, policy, or practice of the Society to the Board’s attention. • Each Director or Officer shall sign agreements with these policies annually.
SECTION 2: BOARD OFFICERS:
The Officers of The Society shall consist of Chairman of the Board, President/Chief Executive Officer (CEO), Executive Vice President, Secretary, and Treasurer.
• The Board Chairman, President/CEO, and Executive Vice-President must be Active members.
• Other Officers, as may be deemed necessary, will be determined by the Board of Directors.
• The Board Chairman is primarily a governance position, and the President/CEO is the chief operational position.
a) NOMINATION AND ELECTION OF OFFICERS
• The President/CEO shall appoint a Nominating Committee to prepare a slate of Officers for the Board of Directors to vote at a Board of Directors Meeting held in December after the Board election.
• At that meeting, if a quorum exists, a vote for each nominee will be held with the nominee recusing from the vote. Officers will be elected by a majority vote of the Board of Directors.
• The new Officers shall assume duties on January 1 of the following year.
b) OFFICERS’TERMS OF OFFICE:
All Officers shall serve a term of one (1) year or until their successors are elected.
c) OFFICER VACANCIES:
The President shall replace the Chairman of the Board in an acting capacity if he vacates the position or is otherwise incapacitated. The Executive Vice President shall fill in an acting capacity the vacancy of the President/CEO. Vacancies of any other Officer position may be filled by any other Director with a majority vote of the Board of Directors.
d) OFFICER DUTIES: Officers are empowered to carry out their duties as specified in the Operating Procedures.
SECTION 3: COMMITTEES AND WORKING GROUPS
The Board of Directors shall have the power and authority to establish Committees and working groups, and appoint chairmen and members to further the efforts of the Society.
a) COMMITTEES GENERAL
• Standing committees of the DFCS are the Executive, Membership, Marketing, Business Development, Chapter Development, Scholarship, and Financial Committees. The Nominating, Reunion, and Audit Committees are periodic.
• Other committees, appointed by the President/CEO, may be formed as required to conduct the business of the Society.
• Except for the Executive Committee, Committees may be chaired by a Director or any Active Member or Associate Member whose due are current. Except for the Executive Committee, Committee members may also be Directors or DFCS Active or Associate Members in good standing.
• Duties and Responsibilities of the standing and periodic committees are provided in the Operating Procedures.
b) STANDING COMMITTEES Standing Committees of the DFCS remain in existence year-round.
• Executive Committee: The Officers of the Board of Directors shall constitute the Executive Committee. An Officer who is a termed-out Director may vote on the Executive Committee.
- The Executive Committee shall have such authority, as is delegated to it by the Board of Directors and stated in the Operating Procedures. - The Chairman of the Board shall be the Chair of the Executive Committee. The Chairman or President/CEO may invite other Board members to attend Executive Committee meetings.
- Executive Committee meetings shall be held approximately a week prior to Board meetings. Other meetings of the Executive Committee will be called by the Chairman or President/CEO, as necessary throughout the year to discuss DFCS business.
- A minimum of five (5) days’ notice is required to call for an Executive Committee meeting. This time period may be waived in the event of an urgent situation.
• Membership and Marketing Committee: Membership and Marketing Committee develops and executes programs to attract members and enhance the stature of the DFCS, supporting the Mission and Vision.
• Business Development Committee: The Business Development Committee creates and sustains a philanthropic culture within the Board and develops strategy and leads programs and campaigns to attract financial donations.
• Chapter Development Committee: With Chapter Presidents as members, the Chapter Development Committee shall promote the creation of Chapters, communicate regularly with the Chapters on DFCS activities, and support existing Chapters further development.
• Scholarship Committee: The Scholarship Committee processes scholarship applications and recommends to the President/CEO for approval the awarding of scholarships in accordance with the Operating Procedures.
• Financial Committee: The Financial Committee reviews financials in preparation for Board meetings and makes investment decisions for surplus funds. The Treasurer is the Financial Committee Chair, and the Chairman and President/CEO shall be members
c) PERIODIC COMMITTEES
Periodic Committees are regularly brought into existence as needed to support their designated activities.
• Nominating Committee: The Nominating Committee prepares a slate of Officers for the annual Board of Directors vote for Officers for the next calendar year.
• Reunion Committee: The Reunion Committee, appointed as necessary, plans and oversees execution of DFCS Reunions.
• Audit Committee: Appointed by the President/CEO, the Audit Committee annually conducts audits/reviews of the Society's financial procedures and activities.
SECTION 4: REGIONAL CHAPTERS
a) A Regional Chapter is a group of National DFCS members in a specific locale that is formed when the National DFCS Board of Directors approves its charter application and acknowledges the group’s new status in writing. A Regional Chapter shall comply with this Article for the duration of its existence.
b) To form a Regional Chapter, there must be at least six (6) interested Active Members, one of whom submits a Letter of Intent for the formation of a Regional Chapter to the Chairman of the Chapter Development Committee. The Member submitting the Chapter application, with the Chapter Development Committee’s assistance, will submit the additional documents specified in the Operating Procedures.
c) The applying chapter will be a “Provisional Chapter” until its application has been vetted by the Chairman of the Chapter Development Committee and submitted to the Board of Directors for approval.
d) Once approved by the Board of Directors, the Chapter will receive a letter from the Chairman and President/CEO acknowledging the new status as an official Regional Chapter of the DFCS. At that time, start-up funding will be provided.
e) Chapters who wish to be approved for non-profit tax-exempt status must apply directly to the Internal Revenue Service.
f) Provisional and Regional Chapters shall not enter into any agreements, leases or make other commitments which directly or indirectly obligate the DFCS without prior written approval of the National DFCS Board of Directors. Chapters shall not engage in any activity contrary to, or inconsistent with, the purpose or policies of the DFCS.
g) If a Chapter faces insurmountable challenges to its sustainability, the Chapter’s charter may be revoked, in accordance with the Operating Procedures.
ARTICLE VI: INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
The DFCS shall indemnify to the full extent permitted by law, any person who is made or threatened to be made part to any action, suit or proceeding (civil, criminal, administrative or investigative) by reason of the fact that such person is or was an Officer, Director, employee or agent of the DFCS or served or serves in any other capacity at the request of the DFCS, unless such person’s action constitutes fraud, willful malfeasance or gross negligence. Chapters of the DFCS are not covered by this indemnification.
ARTICLE VII: DISSOLUTION
a) If the Board determines that the Society faces insurmountable challenges to the organization’s sustainability, the Board of Directors will vote to dissolve the organization by taking an official Board vote on a formal “plan of dissolution” written in accordance with applicable federal and state laws.
b) In the event of dissolution of the DFCS, at least the minimum number of Board members required by the By-Laws shall remain in place to help with the dissolution process until dissolution is complete.
c) In the event of dissolution of the DFCS, the assets shall be liquidated and distributed to a not-for-profit organization qualifying under the Internal Revenue Code 501 (c)(3) or 501 (c)(19), as determined by the Board of Directors. None of the funds shall inure to the benefit of individuals.
ARTICLE VIII: PARLIAMENTARY AUTHORITY
All meetings provided for herein shall be conducted under the parliamentary procedures set forth in the most recently published version of Robert’s Rules of Order, except to the extent other procedures are provided herein, in the Operating Procedures, or otherwise approved by the Board of Directors.
ARTICLE IX: AMENDMENTS TO BYLAWS
All Articles and Sections of these Bylaws may be amended, repealed or altered, in whole or in part, only upon the approval of the National DFCS Board of Directors and then approval by affirmative vote of 2/3 of voting-eligible members who respond to vote. The vote may be conducted electronically by e-mail.
CERTIFICATION This is to certify that these Amended and Restated Bylaws were approved and adopted by the National DFCS Board of Directors on 12 December 2020. The Regular Members of the DFCS approved the Amended and Restated Bylaws on January 26, 2026.
Michael Hays
1/26/2026
Michael Hays, Secretary,
The Distinguished Flying Cross Society
